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Rafinerija Rumunija.
Rafinerija Rumunija.
Oltchim S.A.’s
Petrochemical plant Bradu assets
May 2018
CONFIDENTIAL
Introduction
Source: Oltchim 2
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CONFIDENTIAL
Disclaimer 1/2
The information contained herein is meant to aid the potential investors in deciding whether they wish to
proceed with a further investigation of the proposed sale, but it is not intended to form the basis of any
investment decision and does not purport to be all-inclusive, to contain all of the information that a
prospective purchaser may desire or be the basis of any contract. In all cases, interested parties should
conduct their own investigation and analysis of the relevant assets/bundles, the Company and the data set
forth in this Memorandum while considering the applicable legal framework.
Interested parties should also note that some of the information provided in this Memorandum has been
received in Romanian and has not been translated by a certified translator. Interested parties should
conduct their own investigations to confirm the correctness of any such information. The consultants
assisting with the preparation of this Information Material have not assumed any responsibility for
independent verification of any of the information contained herein. None of these consultants and Oltchim
and their respective affiliates and representatives makes any representation or warranty (expressed or
implied) as to the accuracy or completeness of the information contained in this Memorandum and, to the
maximum extent permitted by law, such parties or entities expressly disclaim any and all liability based on or
relating to any representations or warranties (expressed or implied) contained in, or errors or omissions from
this Memorandum or based on or relating to the recipient’s and its affiliates’ and representatives’
(collectively the “Recipient”) use of this Memorandum or any other written or oral communications
transmitted to the Recipient in the course of its assessment of the relevant assets.
This Memorandum has been prepared based on substantive information from the Company.
Source: Oltchim 3
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CONFIDENTIAL
Disclaimer 2/2
No representations or warranties are made as to the accuracy of such statements or estimates. The only
information that will have any legal effect will be that specifically represented or warranted in definitive
purchase agreement(s) covering the Transaction.
The information contained herein is as of the date hereof and is subject to change, completion and
amendment without further notice. This Information Memorandum shall not be deemed an indication of the
state of affairs of the Company, nor shall it constitute an indication that there has been no change in the
business or affairs of the Company since the date hereof or since the dates as of which information is given
in this Memorandum or that the information set forth herein is correct as of any date subsequent to the date
hereof.
The contents of this Information Memorandum are not to be construed as legal, business or tax advice.
Each reader of this Information Memorandum should consult with their own legal, business or tax advisor as
to legal, business or tax matters. If you are in any doubt about the contents of this Information Memorandum
you should consult your stockbroker, bank manager, lawyer, accountant or other professional advisor.
The distribution of this Information Memorandum in certain jurisdictions may be restricted by law. We require
persons in possession of this Information Memorandum to inform themselves about, and to observe, any
such restrictions.
This Information Memorandum is subject to Romanian law. Any dispute arising in respect of this Information
Memorandum is subject to the exclusive jurisdiction of the Romanian courts.
Source: Oltchim 4
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CONFIDENTIAL
Communication guidelines
Source: Oltchim 5
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CONFIDENTIAL
Content
6
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CONFIDENTIAL Oltchim Asset Bundle – Petrochemical plant Bradu – Business highlights
Platform
for growth • European derivative markets continue to grow with little or no investment in
new cracker capacity
• Cracker and derivatives have not been fully optimised and streams such as
the C4 cut may have higher value
• Land and facilities available for expansion in a brownfield location
• New owner can shape the operating cost base
Source: Oltchim 7
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CONFIDENTIAL Oltchim Asset Bundle – Petrochemical plant Bradu – Business highlights
Source: Oltchim 8
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CONFIDENTIAL
Content
9
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CONFIDENTIAL Oltchim Asset Bundle – Petrochemical plant Bradu – Markets
850 23.5
Asia Pacific 29.4
6.4% 5.7%
North 9.1
1,374 America 10.5
0.8% 2.8%
Western 5.2
0.5% 1.3%
Europe 5.7
Eastern 1.9
9.3% 5.9%
Europe 2.5
Other
30,378 1.9
Africa 2.3
5.3% 5.4%
Middle East has led global capacity growth while North America
and Asia Pacific are expected to drive expansion in the future
HDPE – Global capacity and production outlook
Global HDPE capacity and production Regional HDPE capacity additions
(mn tons, operating rate, 2012-2020F) (k tons, 2014-2017F)
Operating 2,565
mn tons rate 2,667
60 58.7 100% 256
55 1,182 352
50.8
50 49.1 49.1 95% 176 1,819
46.3
45 43.3 43.9 42.9
42.1 40.8 1,253
40 39.1 90% 292 1,096
36.8 37.5 586
36.0
35
945 337
30 85%
25 395 1,255 1,065
152 854
20 80%
342 363
15
-198 -160 -256
10 75% -204
5
0 70%
2013 2014E 2015E 2016F 2017F
2012 2013 2014E 2015E 2016F 2017F 2020F
Western Europe South America North America
Capacity Production Operating rate Middle East Eastern Europe Asia Pacific
Central Europe2 Africa
1. Compared to 2017 forecast; 2. Major countries include Poland, Czech Republic and Romania
Source: Nexant, Oltchim, A.T. Kearney 11
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CONFIDENTIAL Oltchim Asset Bundle – Petrochemical plant Bradu – Markets
LyondellBasell Kazanorgsintez
(Germany)
1,210 550
(Russia)
Total Petrochemicals TVK
(Belgium) 620 420
(Hungary)
INEOS
(Belgium) 440 Chemopetrol
(Czech Rep.) 355
Borealis
(Sweden) 360 Basell Orlen
(Poland) 320
SABIC Europe
(Germany) 350 Stavrolen
(Russia) 300
SABIC Europe
(Netherlands) 265
Nizhnekamsk-
Total Petrochemicals neftekhim (Russia) 230
(France) 230
Gazprom Sala
Versalis (Russia) 180
(Italy) 200
Rompetrol
INEOS (Romania) 100
(Italy) 190
Repsol YPF Hemjiska Ind.
173 (Serbia) 90
(Spain)
Repsol YPF Oltchim
(Portugal) 130 (Romania) 30
Western 3.8
935 -2.3% -0.1%
Europe 3.9
North 3.2
-1.4% 2.0%
America 3.6
1.1
Africa 1.4
3.8% 4.9%
Other
14,618 Eastern 1.2
5.3% 5.4%
Europe 1.4
15 1,240 892
439 503
204
75
10 80%
374
311 321
199
5 -95
-194
Content
15
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CONFIDENTIAL Oltchim Asset Bundle – Petrochemical plant Bradu – Key information on assets
The Petrochemical Plant Bradu comprises an aggregate area of 1,685,005 sq. m of land together
with the buildings erected thereon and related process plants (except, however, for the buildings
bearing cadastral nos. 1242/9-C5 – 1242/9-C18 and 1242/9-C14/1, registered with the Land Book
no. 81197 of Bradu locality which are owned by Linde Gaz Romania SRL) located within the Bradu
Industrial Plant, in Bradu locality, Arges County, as reflected in Annex no. 8.
The Petrochemical Plant Bradu also includes the roads networks inside the Bradu Industrial Plant as
well as the underground and aerial cables and pipes network together with all points of connection
to utilities.
All immovable assets allotted to this bundle shall be transferred to the buyer thereof in exclusive
ownership.
In respect of the land underlying the buildings bearing cadastral nos. 1242/9-C5 – 1242/9-C18 and
1242/9-C14/1 referred to above, the buyer of this bundle shall have to observe the superficies right
registered by Linde Gaz Romania SRL with the Land Book.
Certain easement rights aimed at ensuring access to the roads network for other immovable assets
pertaining to third parties have been partially created over the land plots bearing cadastral nos.
81943 (Land Book 81943), 81949 (Land Book 81949), 81960 (Land Book 81960), 81961 (Land
Book 81961), 81962 (Land Book 81962) and 82937 (Land Book 82937) allotted to this bundle. Since
registered with the Land Book, the buyer of this bundle shall be required to observe such easement
rights.
For technological flows and the IP rights included in this bundle, please refer to section
“Petrochemical Plant Bradu: Key information on assets”.
Current employment at assets of the Petrochemical Plant Bradu amounts to approximately 110
FTEs. However, no obligatory transfer of employees in this sale is contemplated.
Without prejudice to buyer’s assessment of market price and its offer, assets in an insolvency
auction are assigned an asking price based on a valuation under the reorganization plan. As such,
the Pertochemical plant Bradu Bundle has an estimated asking price under the current
Reorganization plan of EUR 85.6 mn1.
Source: Oltchim 17
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CONFIDENTIAL Oltchim Asset Bundle – Petrochemical plant Bradu – Key information on assets
Source: Oltchim 18
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CONFIDENTIAL Oltchim Asset Bundle – Petrochemical plant Bradu – Key information on assets
VCM/PVC
Ethylene
Ethylene Oxide oxide
Naphtha MEG/DEG
Ethylene
Oxide / MEG
Propane
LDPE
Ethylene LDPE
Steam
Condensate HDPE
cracker II
Pyrolysis
HDPE1 products
N
buthane
1. The HDPE Unit is in function only at the accidental shutdown of the EO Unit or when the ethylene consumption at Rm. Vâlcea is reduced
Source: Oltchim 19
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CONFIDENTIAL Oltchim Asset Bundle – Petrochemical plant Bradu – Key information on assets
Source: Oltchim 20
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CONFIDENTIAL Oltchim Asset Bundle – Petrochemical plant Bradu – Key information on assets
Finalisation of the new deposit for propane and propane-propylene mixture2 550
The renewal of the following Authorisations: Greenhouse Emissions, Water 6
Management and Integrated Environmental
A new catalyst acquisition for EO Unit 3,500
The works for restart the steam boiler Vulcan from Steam Cracker Unit 500
The total value for the compulsory works for the DPB start-up 28,756
1. According to the Integrated Environmental Authorsiation; 2. Necessary in order to ensure the space for raw materials for Steam Cracker's furnaces
Source: Oltchim 23
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CONFIDENTIAL Oltchim Asset Bundle – Petrochemical plant Bradu – Key information on assets
60 830 50
The stored quantities of ethylene and
propylene in the pipelines between
Bradu and Vâlcea
362 560 203
Consumption1 Consumption
Utility Unit
(k unit/year) (k unit/month)
Environmental expenses3 7 73
Direct FTEs
110
44
66
Source: Oltchim 27
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CONFIDENTIAL Oltchim Asset Bundle – Petrochemical plant Bradu – Key information on assets
Oltchim Extended list comprising all company’s products and services 03/08/2019
Oltchim (international trademark) Class: 01, 02, 05, 06, 17, 19, 20, 29, 30, 31, 32, 35, 36, 37, 39,
Registration certificate no.: 41, 42, 43. Have been registered all products and services 03/06/2022
811 238 included in Oltchim’s business field.
Oltchim (international trademark) Class: 01, 02, 05, 06, 17, 19, 20, 35, 36, 37, 39, 41, 42
Registration certificate no.: Have been registered all products and services included in 02/02/2020
1 486 067 Oltchim’s business field.
1. Filing date
Source: Oltchim 28
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CONFIDENTIAL Oltchim Asset Bundle – Petrochemical plant Bradu – Key information on assets
Source: Oltchim 29
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CONFIDENTIAL
Content
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Oltchim Asset Bundles –Petrochemical plant Bradu
CONFIDENTIAL – Supplementary information and legal considerations
Granting of • Third parties’ rights in respect of the immovable assets allotted to this
bundle (i.e. superficies rights and easement rights) that have been
rights over registered with the land book shall have to be observed by the buyer of this
the land bundle
Granting of • Access to utilities shall need to be granted to other third parties conducting
access to their business on the premises allotted to this bundle, subject to negotiation
utilities as to the commercial terms thereof
Source: Oltchim 31
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Oltchim Asset Bundles –Petrochemical plant Bradu
CONFIDENTIAL – Supplementary information and legal considerations
1. The permits for ex installations, as well as the endorsements for inclusion of jobs in the category of special working conditions need to be renewed; 2. The gas supply contract shall need to
be renewed; 3. European Regulation No 1907/2006 of the European Parliament and of the Council on the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH); 4.
For acetone, sulfuric acid, diethylether, acetic anhydride, potassium permanganate and hydrocloric acid.
Note: this Asset Bundle shall be ranked as a SEVESO upper-tier establishment
Source: Oltchim 32
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Oltchim Asset Bundles –Petrochemical plant Bradu
CONFIDENTIAL – Supplementary information and legal considerations
Source: Oltchim 33
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CONFIDENTIAL
Content
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CONFIDENTIAL DRAFT Annex: Petrochemical plant Bradu
1. Real estate located in Bradu Locality, Arges County (Bradu Industrial Plant) consisting of the land plots and buildings indicated in columns 1 and 2 respectively
Nota bene: Information comprised in this chart is exclusively based upon information made available by the representatives of Oltchim S.A.
Source: Oltchim 35
Unique Identifier
CONFIDENTIAL DRAFT Annex: Petrochemical plant Bradu
1. Real estate located in Bradu Locality, Arges County (Bradu Industrial Plant) consisting of the land plots and buildings indicated in columns 1 and 2 respectively
Nota bene: Information comprised in this chart is exclusively based upon information made available by the representatives of Oltchim S.A.
Source: Oltchim 36
Unique Identifier
CONFIDENTIAL DRAFT Annex: Petrochemical plant Bradu
1. Real estate located in Bradu Locality, Arges County (Bradu Industrial Plant) consisting of the land plots and buildings indicated in columns 1 and 2 respectively
Nota bene: Information comprised in this chart is exclusively based upon information made available by the representatives of Oltchim S.A.
Source: Oltchim 37
Unique Identifier
CONFIDENTIAL DRAFT Annex: Petrochemical plant Bradu
1. Real estate located in Bradu Locality, Arges County (Bradu Industrial Plant) consisting of the land plots and buildings indicated in columns 1 and 2 respectively
Nota bene: Information comprised in this chart is exclusively based upon information made available by the representatives of Oltchim S.A.
Source: Oltchim 38
Unique Identifier
CONFIDENTIAL DRAFT Annex: Petrochemical plant Bradu
1. Real estate located in Bradu Locality, Arges County (Bradu Industrial Plant) consisting of the land plots and buildings indicated in columns 1 and 2 respectively
Nota bene: Information comprised in this chart is exclusively based upon information made available by the representatives of Oltchim S.A.
Source: Oltchim 39
Unique Identifier
CONFIDENTIAL DRAFT Annex: Petrochemical plant Bradu
1. Real estate located in Bradu Locality, Arges County (Bradu Industrial Plant) consisting of the land plots and buildings indicated in columns 1 and 2 respectively
Nota bene: Information comprised in this chart is exclusively based upon information made available by the representatives of Oltchim S.A.
Source: Oltchim 40
Unique Identifier
CONFIDENTIAL DRAFT Annex: Petrochemical plant Bradu
1. Real estate located in Bradu Locality, Arges County (Bradu Industrial Plant) consisting of the land plots and buildings indicated in columns 1 and 2 respectively
Nota bene: Information comprised in this chart is exclusively based upon information made available by the representatives of Oltchim S.A.
Source: Oltchim 41
Unique Identifier
CONFIDENTIAL DRAFT Annex: Petrochemical plant Bradu
1. Real estate located in Bradu Locality, Arges County (Bradu Industrial Plant) consisting of the land plots and buildings indicated in columns 1 and 2 respectively
Nota bene: Information comprised in this chart is exclusively based upon information made available by the representatives of Oltchim S.A.
Source: Oltchim 42
Unique Identifier
CONFIDENTIAL DRAFT Annex: Petrochemical plant Bradu
1. Real estate located in Bradu Locality, Arges County (Bradu Industrial Plant) consisting of the land plots and buildings indicated in columns 1 and 2 respectively
Nota bene: Information comprised in this chart is exclusively based upon information made available by the representatives of Oltchim S.A.
Source: Oltchim 43
Unique Identifier
CONFIDENTIAL DRAFT Annex: Petrochemical plant Bradu
1. Real estate located in Bradu Locality, Arges County (Bradu Industrial Plant) consisting of the land plots and buildings indicated in columns 1 and 2 respectively
Nota bene: Information comprised in this chart is exclusively based upon information made available by the representatives of Oltchim S.A.
Source: Oltchim 44
Unique Identifier
CONFIDENTIAL DRAFT Annex: Petrochemical plant Bradu
1. Real estate located in Bradu Locality, Arges County (Bradu Industrial Plant) consisting of the land plots and buildings indicated in columns 1 and 2 respectively
Nota bene: Information comprised in this chart is exclusively based upon information made available by the representatives of Oltchim S.A.
Source: Oltchim 45
Unique Identifier
CONFIDENTIAL DRAFT Annex: Petrochemical plant Bradu
1. Real estate located in Bradu Locality, Arges County (Bradu Industrial Plant) consisting of the land plots and buildings indicated in columns 1 and 2 respectively
Nota bene: Information comprised in this chart is exclusively based upon information made available by the representatives of Oltchim S.A.
Source: Oltchim 46
Unique Identifier
CONFIDENTIAL DRAFT Annex: Petrochemical plant Bradu
1. Real estate located in Bradu Locality, Arges County (Bradu Industrial Plant) consisting of the land plots and buildings indicated in columns 1 and 2 respectively
Nota bene: Information comprised in this chart is exclusively based upon information made available by the representatives of Oltchim S.A.
Source: Oltchim 47
Unique Identifier
CONFIDENTIAL DRAFT Annex: Petrochemical plant Bradu
1. Real estate located in Bradu Locality, Arges County (Bradu Industrial Plant) consisting of the land plots and buildings indicated in columns 1 and 2 respectively
Nota bene: Information comprised in this chart is exclusively based upon information made available by the representatives of Oltchim S.A.
Source: Oltchim 48
Unique Identifier
CONFIDENTIAL DRAFT Annex: Petrochemical plant Bradu
1. Real estate located in Bradu Locality, Arges County (Bradu Industrial Plant) consisting of the land plots and buildings indicated in columns 1 and 2 respectively
Nota bene: Information comprised in this chart is exclusively based upon information made available by the representatives of Oltchim S.A.
Source: Oltchim 49
Unique Identifier
CONFIDENTIAL DRAFT Annex: Petrochemical plant Bradu
1. Real estate located in Bradu Locality, Arges County (Bradu Industrial Plant) consisting of the land plots and buildings indicated in columns 1 and 2 respectively
Nota bene: Information comprised in this chart is exclusively based upon information made available by the representatives of Oltchim S.A.
Source: Oltchim 50
Unique Identifier
CONFIDENTIAL DRAFT Annex: Petrochemical plant Bradu
1. Real estate located in Bradu Locality, Arges County (Bradu Industrial Plant) consisting of the land plots and buildings indicated in columns 1 and 2 respectively
Nota bene: Information comprised in this chart is exclusively based upon information made available by the representatives of Oltchim S.A.
Source: Oltchim 51
Unique Identifier
CONFIDENTIAL DRAFT Annex: Petrochemical plant Bradu
1. Real estate located in Bradu Locality, Arges County (Bradu Industrial Plant) consisting of the land plots and buildings indicated in columns 1 and 2 respectively
Nota bene: Information comprised in this chart is exclusively based upon information made available by the representatives of Oltchim S.A.
Source: Oltchim 52
Unique Identifier
CONFIDENTIAL DRAFT Annex: Petrochemical plant Bradu
1. Real estate located in Bradu Locality, Arges County (Bradu Industrial Plant) consisting of the land plots and buildings indicated in columns 1 and 2 respectively
Nota bene: Information comprised in this chart is exclusively based upon information made available by the representatives of Oltchim S.A.
Source: Oltchim 53
Unique Identifier
CONFIDENTIAL DRAFT Annex: Petrochemical plant Bradu
1. Real estate located in Bradu Locality, Arges County (Bradu Industrial Plant) consisting of the land plots and buildings indicated in columns 1 and 2 respectively
Nota bene: Information comprised in this chart is exclusively based upon information made available by the representatives of Oltchim S.A.
Source: Oltchim 54
Unique Identifier
CONFIDENTIAL DRAFT Annex: Petrochemical plant Bradu
1. Real estate located in Bradu Locality, Arges County (Bradu Industrial Plant) consisting of the land plots and buildings indicated in columns 1 and 2 respectively
Nota bene: Information comprised in this chart is exclusively based upon information made available by the representatives of Oltchim S.A.
Source: Oltchim 55
Unique Identifier
CONFIDENTIAL DRAFT Annex: Petrochemical plant Bradu
1. Real estate located in Bradu Locality, Arges County (Bradu Industrial Plant) consisting of the land plots and buildings indicated in columns 1 and 2 respectively
Nota bene: Information comprised in this chart is exclusively based upon information made available by the representatives of Oltchim S.A.
Source: Oltchim 56
Unique Identifier
CONFIDENTIAL DRAFT Annex: Petrochemical plant Bradu
1. Real estate located in Bradu Locality, Arges County (Bradu Industrial Plant) consisting of the land plots and buildings indicated in columns 1 and 2 respectively
Nota bene: Information comprised in this chart is exclusively based upon information made available by the representatives of Oltchim S.A.
Source: Oltchim 57
Unique Identifier
CONFIDENTIAL DRAFT Annex: Petrochemical plant Bradu
1. Real estate located in Bradu Locality, Arges County (Bradu Industrial Plant) consisting of the land plots and buildings indicated in columns 1 and 2 respectively
Nota bene: Information comprised in this chart is exclusively based upon information made available by the representatives of Oltchim S.A.
Source: Oltchim 58
Unique Identifier
CONFIDENTIAL DRAFT Annex: Petrochemical plant Bradu
1. Real estate located in Bradu Locality, Arges County (Bradu Industrial Plant) consisting of the land plots and buildings indicated in columns 1 and 2 respectively
Nota bene: Information comprised in this chart is exclusively based upon information made available by the representatives of Oltchim S.A.
Source: Oltchim 59
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CONFIDENTIAL DRAFT Annex: Petrochemical plant Bradu
1. Real estate located in Bradu Locality, Arges County (Bradu Industrial Plant) consisting of the land plots and buildings indicated in columns 1 and 2 respectively; 2. All buildings erected on this land plot (C5 - Shed, C6 -
Command panel, C7 - Pump chamber, C8 - Water cooling tower, C9 - Oxygen storage tank, C10 - Compressor station, C11 - Oxygen management, C12 - Oxygen management, C13 - Drying station, C14 - Drying station,
C15 - Oxygen production hall, C14/1 - Drying station, C16 - Electrical station, C17 - Oxygen bottling station, C18 - Gatehouse) are in the property of Linde Gaz Romania SRL. In respect of the underlying land, Linde Gaz
Romania SRL holds a superficies right registered with the Land Book.
Nota bene: Information comprised in this chart is exclusively based upon information made available by the representatives of Oltchim S.A.
Source: Oltchim 60
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CONFIDENTIAL DRAFT Annex: Petrochemical plant Bradu
62
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